MUSTI GROUP OYJ Notice of the Extraordinary General Meeting of
Notice is given to the shareholders of
On
On
- Matters on the agenda of the Extraordinary General Meeting
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinize the minutes and supervise counting of the votes
- Recording the legality of the meeting
- Recording attendance at the meeting and adoption of the list of votes
- Resolution on the number of members of the Board of Directors
It is proposed to the Extraordinary General Meeting that the number of members of the Board of Directors shall be five (5) for the term of office expiring at the end of the next Annual General Meeting.
- Election of the members of the Board of Directors
It is proposed to the Extraordinary General Meeting that Maria Cláudia
The Board nominees' independence has been evaluated based on the Corporate Governance Code issued by the
The composition of the Board of Directors proposed above departs from Recommendation 10 of the Corporate Governance Code, which states that at least two (2) directors who are independent of the Company shall also be independent of the significant shareholders of the Company.
Further information about the Board nominees and their independence is available on the Company's website at https://www.mustigroup.com/investors/corporate-governance/extraordinary-general-meeting-2024/.
- Changing of the financial year
It is proposed to the Extraordinary General Meeting that section 10 of the Articles of
10 §
The financial period of the Company shall be the calendar year (1 January-31 December).
It is further proposed to the Extraordinary General Meeting that the current financial period of the Company, which commenced on
- Closing of the meeting
- Documents of the Extraordinary General Meeting
This notice, including the proposals for resolutions on the agenda of the Extraordinary General Meeting in their entirety, is available on the Company's website at https://www.mustigroup.com/investors/corporate-governance/extraordinary-general-meeting-2024/. The proposals for resolutions are also available at the Extraordinary General Meeting. The minutes of the Extraordinary General Meeting will be available on the Company's abovementioned website no later than on
- Instructions for the participants in the Extraordinary General Meeting
- Shareholders registered in the shareholders' register and registration
Each shareholder who is on the record date of the Extraordinary General Meeting on
Registration for the Extraordinary General Meeting will commence on
Registration can be done in the following ways:
- on the Company's website at https://www.mustigroup.com/investors/corporate-governance/extraordinary-general-meeting-2024/
Electronic registration through the website requires strong electronic authentication of the shareholder or the shareholder's proxy representative or legal representative with a Finnish, Swedish or Danish bank ID or mobile certificate.
- by email or regular mail
A notice to attend may be sent by email addressed to egm@innovatics.fi or by regular mail addressed to
- by phone
By calling
In connection with the registration, a shareholder must provide the requested information, such as the shareholder's name, date of birth or business identity code, address, telephone number and e-mail address, and the name and the date of birth of a possible authorized proxy representative, legal representative or assistant. Any personal data provided to the Company or
A shareholder, their possible authorized proxy representative, legal representative or assistant must be able to prove their identity and/or right of representation at the Extraordinary General Meeting upon request.
Further information on registration is available by telephone during the registration period for the Extraordinary General Meeting by calling
- Holders of nominee-registered shares
Holders of nominee-registered shares are entitled to participate in the Extraordinary General Meeting by virtue of shares which would entitle the shareholder to be entered in the shareholders' register of the Company maintained by
Holders of nominee-registered shares are advised to request from their custodian without delay necessary instructions for temporarily entering their shares in the shareholders' register of the Company, issuing of proxy authorization documents and voting instructions as well as registration for the Extraordinary General Meeting. The account manager of the custodian shall temporarily enter a holder of nominee-registered shares wishing to attend the Extraordinary General Meeting in the shareholders' register of the Company by
- Proxy representatives and powers of attorney
Shareholders may participate in the Extraordinary General Meeting and exercise their rights also by appointing a proxy representative. A proxy representative shall produce a dated proxy authorization document or otherwise demonstrate in a reliable manner their right to represent the shareholder at the Extraordinary General Meeting. Proxy representatives registering electronically for the Extraordinary General Meeting must identify themselves personally through strong electronic authentication, after which they can register on behalf of the shareholder they represent.
If a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative is authorized to represent the shareholder shall be identified in connection with the registration.
Natural persons may appoint a proxy representative in connection with the registration to the Extraordinary General Meeting at the Company's website. Otherwise, a proxy document must be used. A model proxy authorization document is available on the Company's website at https://www.mustigroup.com/investors/corporate-governance/extraordinary-general-meeting-2024/.
Possible proxy authorization documents are requested to be submitted preferably as attachments in connection with electronic registration or alternatively by email to egm@innovatics.fi or as original copies by mail to
Delivering a proxy authorization document in the manner described above will constitute due registration for the Extraordinary General Meeting if it contains the information required for the registration described in section C.1.
Shareholders that are legal entities may also, as an alternative to traditional proxy authorization documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization topic "Representation at the General Meeting"). When registering for the Extraordinary General Meeting in the general meeting service, authorized representatives shall identify themselves with strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.
- Other instructions and information
The meeting language of the Extraordinary General Meeting will be Finnish. There will be simultaneous interpretation into English available at the Extraordinary General Meeting.
The information concerning the Extraordinary General Meeting required under the Finnish Companies Act and the Finnish Securities Markets Act is available on the Company's website at https://www.mustigroup.com/investors/corporate-governance/extraordinary-general-meeting-2024/.
On the date of this notice, the total number of shares in the Company is 33,535,453 carrying an aggregate of 33,535,453 votes. According to the Articles of Association each share carries one vote. On the date of this notice, the Company holds 147,566 treasury shares, in respect of which voting rights cannot be used at the Extraordinary General Meeting.
Changes in the number of shares held after the record date of the Extraordinary General Meeting shall not have an effect on the right to participate the Extraordinary General Meeting nor on the number of votes held by a shareholder in the Extraordinary General Meeting.
In
THE BOARD OF DIRECTORS
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